Exiting Board Member Says Eisner Bullied Her

A Walt Disney Co. director has accused Chairman and Chief Executive Michael Eisner of bullying and character assassination to force her off the company's board because she had been siding against him on key issues, according to a confidential memo obtained by The Times.

In the memo addressed to Disney's four-member governance and nominating committee and copied to other directors, Andrea L. Van de Kamp also said Eisner surprised her in a Jan. 20 meeting in his office by saying "that I should resign and leave quietly." She added that Eisner proposed she take a charitable role affiliated with the company so the two of them could save face.

"He offered me a position on the board of the Disney Foundation and he wanted this to be my idea -- feeling it would save me and him embarrassment," the memo said.

The angrily worded two-page memo provides a rare, detailed glimpse of a bitter schism that has developed inside Disney's boardroom between Eisner and a small but influential group of critics over the last year as he has struggled to boost the company's profit and lagging stock price.

It comes as Eisner and Disney have been taking steps -- including naming more independent directors and cutting the size of its 17-member board -- in an effort to change the long-held perception that the directors are beholden to Eisner.

In a statement, Disney spokeswoman Zenia Mucha said, "It is sad and unfortunate that such a distorted depiction of the process has been put forth." She added that the governance and nominating committee, in urging that Disney's board size be cut, unanimously recommended a slate of directors, which was confirmed by the board.

In an interview, Disney director Ray Watson said, "It was unfortunate that that memo was written. I think it's very unfair to Michael."

Watson also said it is "very unfortunate when communication among board members, its committees and the chief executive find their way into the public domain through the press."

Judy Estrin, chief executive of Packet Design and a member of the committee, said, "This was a decision made by the governance committee that was recommended to the board. It was made by independent directors."

One week after Eisner and Van de Kamp met, Disney said she and three other directors would not stand for reelection at its annual meeting March 19 in Denver. Disney at the time characterized the retirements as part of an ongoing effort to trim the board's size. But directors later confirmed to The Times that Van de Kamp left involuntarily after a bitter falling-out with Eisner and that she had written other board members to complain.